ENTERTAINMENT WEEKLY – Marvel Studios kicked off Disney’s D23 Expo on Saturday with a tease of its upcoming clash of the titans, Captain America: Civil War, in which the red, white, and blue good-guy battles the red and gold good-guy Iron Man over who should control the fate of superpowered beings.

10:48 a.m. Marvel Studios president Kevin Feige takes the stage, recalling being at the first D23 in 2009, where they teased the ambitious plan to unite their characters in a shared universe. “Today, 2015, I stand here, and we have now completed Phase 2 of the Marvel Cinematic Universe, and I want to say think you,” he said. “So the question is what am I going to talk about today. It seems to make sense … to talk about the beginnings of Phase 3.”

10:50 a.m. “The first one I’m going to talk about today is Doctor Strange,” Feige said. “The goal is to continue expanding what a comic book movie is, what the Marvel Cinematic Universe is. The comics traverse these dimensions, and film by film, we try to do that in a cinematic way,” Feige said.

Tilda Swinton is playing The Ancient One, and Chiwetel Ejiofor is co-starring as Mordo, while—everyone knows—Benedict Cumberbatch will be the good doctor. “He’s an extraordinary character, brings in a whole other dimension—hmm, multiple dimensions—to the Marvel universe,” Cumberbatch said in a video intro. He promised a “mind-blowing experience… Girls, cars, explosions, astral projection into multiple realms. The usual.”

10:53 a.m. Doctor Strange doesn’t start shooting until November, so there’s no footage to show, Feige says. But he is reluctant to appear before people who camped out all night for the panel empty handed. Here comes a collection of concept art.

10:55 a.m. Images in the concept art reel reveal the classic origin story: a wounded surgeon seeking alternate ways to heal his destroyed hands finds his way to a mystical Eastern sanctuary that leads him to an order that holds the keys to another dimension.

10:56 a.m. “It’s going to be as satisfying as any movie made, and as weird as any movie we’ve made,” Feige says.

10:58 a.m. Doctor Strange will be the second movie in Phase 3, so Feige shifts now to the first film in the line-up: Captain America: Civil War.

10:59 a.m. Anthony Mackie, the Falcon himself, is onstage after making the trip from Germany last night, where the movie has one more week to shoot. “I can’t introduce the Civil War without … CAPTAIN AMERICA!” Mackie says, as Chris Evans joins him before the crowd.

11:00 a.m. Evans gushes about Disney, saying when he has a bad day he goes online and watches other people’s home videos of visiting the park. “And then we go into our trailers and sing the song from Frozen,” Mackie says. The pair now jokes that they decided to shoot some videos of Civil War on their phone and bring them to the audience. Feige says the footage— which is real, not cell phone footage (for those who don’t get the joke)—includes an Easter egg reference to another Marvel character.

11:21 a.m. Here’s what we see: The new Avengers are in buildings overlooking a crowded market in what appears to be a third-world country. “Eyes on target, folks,” Captain America says. Falcon says, “Red Wing, launch,” and a small drone hovers free and dives down to the street, swooping beneath a truck, which is loaded with explosives. Black Widow (Scarlett Johansson is in a café.) “It’s a battering ram,” she says. The team closes in, and the truck opens up—revealing Crossbones, a.k.a. Brock Rumlow (played by Frank Grillo, from The Winter Soldier). He spots Cap moving in and throws a magnetic bomb onto Cap’s vibranium shield. Cap thinks fast, throwing the shield into the sky just as it detonates.

He is now unarmed, and Crossbones pummels him. The rest of Crossbones’ crew springs to action. Falcon blocks machine gun fire with his wings. Black Widow flips through the air, sending bad guys flying. Crossbones grips Cap and slams him into a concrete wall. He leers at the hero from behind a metallic, skull-shaped masked. “You dropped a building on my face,” he snarls, a reference to the conclusion of The Winter Soldier. Cap rips his gauntlet off and pushes free, then tears off the metal mask. Crossbones kneels, defeated, and mutters: “You know … he remembered you. Your pal … your buddy … Your Bucky.” Turns out, Captain America does have a weak spot.

From there we get the Marvel Studios logo and cut to William Hurt as Secretary of State Thaddeus Ross—the former general, known as the nemesis of The Incredible Hulk. “The world owes you an unpayable debt,” Ross says as images of past heroism play onscreen. “While a great many people see you as a hero, there are some who prefer the word vigilante. People are afraid.” Cap is indignant. “This job, we try to save as many as we can. Sometimes that doesn’t mean everybody,” he says. Then we see a shot familiar to anyone who waited for the end credits scene after Ant-Man. The Winter Soldier himself, Cap’s old friend Bucky Barnes (played by Sebastian Stan), is trapped in a warehouse with his metallic arm locked in a vice. “Buck … You know me?” The assassin whose mind was wiped in the previous Captain America movie looks up. “My mom’s name was Sarah,” he says. “You used to wear newspapers in your shoes.” Then we get a reunion between Cap and another powerful being: Robert Downey Jr.’s Iron Man. “Sometimes I want to punch you in your perfect teeth,” he says.

Something has happened. Something that can’t be undone. The world wants heroes to stay heroes, but they need to be regulated. Controlled. We see a flash of heroes. Scarlet Witch (Elizabeth Olsen), Paul Bettany as The Vision (wearing street clothes! A dapper suit), Jeremy Renner’s Hawkeye striking a pose with his bow and arrow, Chadwick Boseman as T’Challa—in regular clothes, and also in his Black Panther armor, complete with gloves that extend razor-sharp blades from the fingernails.

As we see various teams of powerful beings running at each other, the footage cuts to another van—this one with Paul Rudd’s Ant-Man inside. He meets Cap and totally geeks out. “Captain America…” he says, awestruck, shaking his idol’s hand. And shaking it some more. And then some more. “I’m shaking your hand too long,” he says. Pinwheeling around, he looks at Scarlet Witch. “I know you, too!” Ant-Man says. “You’re great!” He tries to play it cool. “I want to say I know you know a lot of super people, so thinks for thanking of me,” he says. Then pauses. Blinks. “Thanks for thinking of me,” he corrects himself.

11:33 a.m. Oh, and that Easter egg Feige promised? It wasn’t a glimpse of Spider-Man (unfortunately). It was the glass-block holding cell used to contain the Winter Soldier in the one-shot. The container number was 23, in cell block D. … Get it? A little nod to Disney’s fan convention. That’s all for the Marvel panel. Captain America: Civil War hits theaters May 6.

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